The Village People

The weekly meeting of the Arapahoe County Republican Men's Club is the ultimate power breakfast. Over scrambled eggs and ham, influential business and political leaders gossip and scheme in a usually well-behaved manner. The opulent Metropolitan Club setting on Orchard Road reflects the comfort and good fortune of the south suburbs: thickly upholstered chairs, white-linen table settings, crystal goblets filled with freshly squeezed orange juice.

At a recent get-together, the official subject of discussion is the November election. While the club's members are thrilled by Bill Owens's election as governor, they're troubled that he won just 51.5 percent of the vote in Arapahoe County, long a Republican stronghold. One white-haired man stands and informs his colleagues that at his voting precinct, many voters were dressed in suspiciously downscale threads and weren't the "rich and affluent" crowd he usually sees. The audience--entirely white, mostly well over forty, and all male except for three women--mutters in dismay, and one man mumbles something about "goddamned liberals" as he takes a bite from his muffin.

Then Steve Ward, the first-term Arapahoe County commissioner, rises to speak. Tall, thin and definitely young in this room, the former Glendale mayor defines himself as a classic conservative, a believer in small and efficient government. With the earnest manner of an Eagle Scout, he usually spends his time working on dry-as-dust topics like welfare reform.

But today he's a rabble-rouser, here to rally the well-fed masses against an equally well-fed but menacing aristocracy. It's the city of Greenwood Village, which wants to annex a lucrative stretch of commercial property: five square miles extending down Arapahoe Road to the east of Peoria Street and along I-25 all the way to County Line Road. Greenwood Village's plan would absorb much of Arapahoe County's prime retail, while excluding more than 100,000 people who live in the neighborhoods served by those retailers.

"It reminds me of the terrorist organizations in the early 1970s: 'Do as we say or we'll blow up the airplane,'" Ward tells the group. "I think we shouldn't negotiate with terrorists. We should give them the respect they deserve--none."

The Greenwood Village City Council is planning to "institutionalize serfdom" by denying the residents of unincorporated Arapahoe County the right to form their own city, Ward charges. The audience applauds, and one woman rises to denounce Greenwood Village's "conspiracy" to inflict taxation without representation on her compatriots.

If the town has any supporters here, they aren't talking. Ward is leaving the next day on a research trip to Vietnam, he tells his audience, but he already feels like he's living with an alien presence. "Why should I go overseas to study a foreign regime when I've got one in my backyard?"

In response to Greenwood Village's planned land grab, some residents of unincorporated Arapahoe County have proposed forming their own city: Centennial. The city would occupy forty square miles extending from South Broadway almost as far east as Gun Club Road and be home to about 100,000 people. Advocates say Centennial could function with a 1.5 percent sales tax.

But only if Greenwood Village's proposed annexation is blocked. If that plan goes through, Centennial supporters say, it will absorb almost all of the commercial property needed to support Centennial--and prevent the formation of the new city altogether. As a result, not only would residents of unincorporated Arapahoe County lose the power to determine how their sales taxes are spent, they'd also have to pay higher property taxes to maintain existing levels of police and other services.

Since both Greenwood Village and backers of Centennial claimed to have the legal upper hand, the dispute inevitably wound up in court. Earlier this month, Arapahoe County District Judge John Leopold ruled in favor of Greenwood Village, saying that two procedural errors made by backers of Centennial invalidated their effort to form a new city. Centennial boosters vowed to correct those errors immediately and this week are collecting signatures on new, improved petitions. Meanwhile, Greenwood Village continues to hold annexation pep rallies and plot its legal strategies.

Whether or not Greenwood Village triumphs this time, the city is already well on its way to becoming the dominant player in Arapahoe County. Aurora and Littleton may be larger, but Greenwood Village is poised to control the entire I-25 commercial corridor from Belleview to County Line Road, ruling over a high-powered collection of office parks, corporate headquarters and elite retail outlets that together constitute one of the most lucrative business districts in the country.

Not bad for a city of just 13,000 that was once known as "a poor man's Cherry Hills." Founded in 1950, in large part to prevent neighboring Englewood from building a reservoir in what was then a rural area, Greenwood Village soon became a refuge for people fleeing big, bad Denver and its traffic and pollution. But Greenwood Village's latest incarnation as the beast that tried to swallow Arapahoe County shows how urban problems have followed the people who tried to run away from them.

"It's like watching Patton's Third Army march through Europe," says Ward. "This is not a city, it's another country. You have to deal with them through the state department."

If Greenwood Village has a General Patton, it's Freda Poundstone, the city's former mayor, whom many believe is orchestrating the annexation drive from behind the scenes. Greenwood Village's adversaries--including almost all of the elected officials in county government--charge that the city is on a mission to grab control of not just tax revenue, but also future decisions regarding traffic management in Arapahoe County, the number-one issue for most of the county's almost 500,000 residents.

"They want to keep traffic out of their pristine village," says Ward. "They want more traffic on Arapahoe Road. That's their goal--to push it out of their city. You'll have transportation improvements designed by them, for them, to get all the peasants out of the way so they can drive their BMWs to work."

But Greenwood Village officials insist they're the sole local government with the ability to manage the Southern California-style gridlock that's now commonplace on county roads. With the city's 3 percent sales tax, they say, they can raise $200 million from the annexed area over the next ten years and spend it to expand Arapahoe Road and other streets.

"So far, we're the only player who has offered a road plan," says Greenwood Village City Councilman Jim Underhill. "No one else has suggested our road plan is not needed."

The county may need roads, but Centennial's backers wonder what Greenwood Village plans to drive down them--and whether Freda Poundstone will be leading the way. Poundstone, who earns $50,000 as Greenwood Village's official lobbyist, frequently has lunch or dinner with councilmembers. She's also serving on the town's annexation committee and has met with property owners in the areas Greenwood Village wants to annex, even walking door-to-door to gather signatures on annexation petitions.

"I know Freda Poundstone is behind the annexation," says former Greenwood Village city councilman Neil Macey. "She's power-hungry, and Greenwood Village is being greedy."

But Poundstone's colleagues on the annexation committee insist that she is just one player among many. "Mrs. Poundstone is a very distinguished citizen of our city," says Underhill. "She's on the annexation committee because we value her opinions. Anybody who suggests otherwise is slinging mud."

Underhill rejects the notion that Poundstone is manipulating the Greenwood Village council from behind the scenes, or that the annexation drive is her creation. "It's absurd to suggest this is one person's idea," says the councilman. "These ideas don't spring fully formed out of anybody's head."

"I would be shocked if she wasn't behind the whole thing," responds Arapahoe County Commissioner John Brackney. "She wields enormous power in Greenwood Village."

The 72-year-old Poundstone, one of the Republican Party's most prolific fundraisers, has been a controversial figure in Colorado since the 1970s. In the early part of that decade, Denver was in an uproar over court-mandated school busing to achieve racial integration; at the time, there were unincorporated suburbs on several sides of Denver. After Denver annexed those areas, the schools became part of the Denver school system. Worried at the prospect of having their children bused into inner-city neighborhoods, many parents fled deep into the suburbs. And Poundstone--then a little-known lobbyist who represented liquor-store owners and other business interests--seized on that fear to rally voters.

She campaigned tirelessly, pushing a constitutional amendment that would forever prohibit Denver from annexing land without a vote of the entire county from which it wanted to annex. "She went door-to-door and said the blacks are coming, but she used a different word," says one Greenwood Village political insider who crossed swords with Poundstone. (During the current controversy, Poundstone has refused to talk to the media, and she did not return repeated telephone calls from Westword.)

The measure passed easily in 1974 and quickly became known as the Poundstone Amendment. Denver's only annexation since then came in 1988, when Adams County voters gave the okay for the city to acquire the land for Denver International Airport. But while Denver's growth has been cut off, the area around the core city has been Balkanized into more than a dozen suburbs.

If Greenwood Village's planned annexation had to be approved by voters in all of Arapahoe County, it would very likely fail; the town is eyed with suspicion by many people who live outside its boundaries. But the limitations Poundstone hung on Denver don't apply in this case: To annex the area, Greenwood Village simply must win approval from a majority of the 8,000 residents in the neighborhood it has targeted.

The irony of Poundstone's involvement in a massive annexation--exactly the kind she railed against over twenty years ago as a champion of the suburbs--isn't lost on Arapahoe County's civic leaders.

"This is an inherent contradiction with Greenwood's whole foundation, which was to block the growth of Denver," says Brian Vogt, president of the South Metro Denver Chamber of Commerce. "That's what plunges this whole thing into soap-opera land."

And Poundstone can relish her role every time she drives to her Greenwood Village home. She lives in an expansive red-brick house on a quiet street with a familiar name: Poundstone Place.

The street arcs over a hill that gives residents sweeping views of the Front Range and the Denver Technological Center. Poundstone can sit on her deck and look out over the dozens of buildings in the Tech Center that help supply the town she once led with millions of dollars in tax revenue, while keeping residential property taxes among the lowest in the area. Greenwood Village uses the property taxes it collects from the Tech Center, as well as a $4-per-month tax on each of the thousands of people who work there, to help bump up the town's budget to $30 million. That buys public services that are the envy of metro Denver.

Police cars constantly patrol Greenwood Village's spotless streets--officials there say the police will respond to any call within three minutes--and rows of brand-new police cars sparkle in the sun in front of police headquarters. Residents are reimbursed up to $500 per year if they enroll their children in sports programs outside the town. An elaborate network of bike paths runs through the village, and every street seems to be lavishly landscaped with pine trees and flower beds. The handsome brick city hall, remodeled for $5 million in cash just over a year ago, sits next to a lush park built around a duck pond.

But the most visible aspects of the town's civic prosperity are the ubiquitous red-brick sound walls that line many streets. Working in conjunction with homeowners' associations, Greenwood Village helps subsidize construction of those walls. They're often built along roads with little traffic, seemingly to guarantee that every resident will enjoy absolute quiet at all times.

While the city council has succeeded in keeping Greenwood Village quiet to the point of boredom, the antics of the city council itself have kept residents entertained for years. When they're not suing each other for slander or spreading rumors about opponents' sexual shenanigans, councilmembers have berated each other as idiots and uneducated housewives. Tales of private investigators being hired to poke around in a councilman's trash still circulate, and more than one councilmember has invoked the memory of Adolf Hitler when criticizing his opponent.

In the Eighties, the Greenwood Village City Council was in a constant uproar, divided into pro-growth and anti-growth factions, and the sniping and backstabbing among its members spawned grand-jury investigations and libel suits.

In 1987, Poundstone began pushing the council to annex property along Arapahoe Road. Two councilmembers, Myrna Poticha and Sonny Wiegand, questioned the proposal, noting that under the deal the city had reached with property owners, future developers would be able to bypass normal zoning procedures. Poticha and Wiegand suspected some of then-mayor Poundstone's lobbying customers might own property along Arapahoe Road, and they demanded that the mayor release a list of her clients to prove she had no conflicts of interest.

When Poundstone refused to comply with that request, the two councilmembers continued to allege possible backroom deals and abuses of power. Several council sessions ended abruptly when an angry Poundstone gaveled the meetings to a close and stormed out.

After Wiegand wrote and circulated a highly critical pamphlet of Poundstone called "Of Queens and Carrots," Poundstone filed a $2 million libel suit against him. That case was eventually settled out of court, with Poundstone agreeing to pay Wiegand an undisclosed amount of money. Greenwood Village voters approved the controversial annexation in November 1987.

But development issues continued to bedevil Greenwood Village. The town was divided over how much new construction to allow in the Denver Tech Center (most of the Tech Center south of Belleview lies in Greenwood Village; the smaller portion north of Belleview is in Denver) and how many homes to permit in the upscale Preserve subdivision. Former councilwoman Cozette Matthews frequently sparred with the pro-development Poundstone.

"She referred to me as 'just a housewife,' with the implication I shouldn't be on council," recalls Matthews. "She was very insulting. She called me at home and asked what kind of education I'd had. She was trying to intimidate me."

At one meeting, the two women came to the verge of a physical confrontation; Matthews remembers Poundstone wagging her finger just two inches from her face. "She had her buddies close the meeting when I wanted to speak," says Matthews. "I went up behind her, and she turned around and almost pinned me against the wall."

Matthews says Poundstone once told her she wanted to be the most powerful mayor west of the Mississippi River. She was appalled when Poundstone was elected to a second term in 1987.

"She won even though people knew she was unethical," says Matthews. "I had people tell me they didn't care because she got the job done. People were always afraid of her. I don't know how a person like that can still be so influential."

While Poundstone's enemies on city council lost most of their battles, they did find a way to get back at her. In the summer of 1989, an Arapahoe County grand jury was convened to investigate allegations made against Poundstone, including claims that the mayor had used city credit cards for unauthorized charges and received free personal services from a city contractor. The grand jury also examined charges that in her work as a lobbyist, Poundstone was representing developers and construction companies that had dealings with the city.

A few weeks before the grand jury concluded its investigation, Poundstone announced she would not seek re-election. The grand jury never issued any indictment against her.

Poundstone's enemies--and she has many--claim she's still calling the shots. "Greenwood Village is her domain. She rules that town with an iron fist. I know state legislators who cower in front of her. They despise her and hate working with her. Nothing happens in Greenwood Village without her approval," says Randy Pye, president of Arapahoe Citizens for Self-Determination, the committee trying to create Centennial. "It's scary that a lady like Freda can pull off something like this."

In recent years, most of Greenwood Village City Council's battles have been external, not internal.

Like most post-war developments, Arapahoe County's subdivisions aren't built on a grid but in a jumble of meandering streets and narrow cul-de-sacs that empty out onto a handful of cross-town boulevards. This setup worked well when the county was still a remote outpost, but the growth of the Denver Tech Center has turned it into an employment center that rivals downtown--without a transportation system designed to move thousands of commuters to and from work. The resulting traffic jams on I-25 and county roads such as Arapahoe and Holly have exasperated county residents, especially since frustrated motorists have taken to using residential neighborhoods for shortcuts.

For the last several years, Greenwood Village has sparred with the county and neighboring cities such as Aurora over proposals to build a connection from Parker Road to Orchard through Cherry Creek State Park. Such a road--dubbed the Cherry Creek connection--would give Aurora residents an alternate route into the Tech Center, but Greenwood Village officials fear the traffic would overwhelm neighborhoods on the east side of their town. Earlier this year, Greenwood Village succeeded in getting the county's commitment to close Jordan Road through the park, another route motorists had been taking to avoid Arapahoe and I-25.

Greenwood Village's dogged determination to make sure its residents are spared traffic rankles county officials.

"The people in unincorporated Arapahoe County have just as big traffic problems as Greenwood Village, but they have no one to advocate for them," says Commissioner Brackney. "The more traffic they can put on Arapahoe Road, the less that can go through Greenwood Village."

But if Greenwood Village annexes more land, officials there say, they'll be able to use the increased sales-tax revenue to pay for massive roadwork that will ease that congestion. They say Arapahoe Road needs to be expanded now, and only Greenwood Village can do it.

"The county doesn't have the wherewithal to do the improvements on Arapahoe Road," says Doug Morris, chairman of the Greenwood Village annexation committee. "We're willing to step up to the plate on that."

Since his town is offering to shoulder the burden of solving traffic problems for a large part of the county, Morris adds, he's been startled by the vehement opposition to Greenwood Village's plans.

"This is for the benefit of anyone who travels on Arapahoe Road or in and out of the Tech Center," he says. "I'm surprised this has met with so much resistance. You hear it's greedy Greenwood Village trying to line its pockets. That's not true. We have a long record of spending money for things that benefit a large area, not just Greenwood Village."

The town's critics scoff at the idea of Greenwood Village's noblesse oblige toward the rest of the county and insist that the only democratic solution is for the people of unincorporated Arapahoe County to form their own city so they can determine for themselves how their tax dollars are spent. "Does it make sense for a small group of people to be making these decisions for the whole county?" asks South Metro's Chamber of Commerce president Vogt. "If there are over 100,000 people with no one to represent them, that's just plain wrong."

Like others involved in the Centennial effort, Vogt believes Greenwood Village's prime motivation in the annexation drive is to divert traffic out of the city. And he's skeptical of Greenwood's assertion that it only wants to fix the county's traffic mess.

"It's a bogus claim," he says. "They want a way to shuffle more traffic into unincorporated Arapahoe County."

Commissioners have made it clear the county can't take on the responsibility of upgrading roads. If the Greenwood Village annexation goes through and kills plans for Centennial, county officials fear they'll have to ask residents of unincorporated Arapahoe County to raise their property taxes in order to maintain law enforcement, parks and other services at existing levels. That's because many of the taxes that support those services come from commercial properties in the areas that would be annexed--and that money would flow to Greenwood Village instead.

"We'd lose one out of every seven officers," says Arapahoe County Undersheriff Grayson Robinson, who estimates the Greenwood Village annexation plan would cost his department $1 million. Although Greenwood Village officials have said they might hire any laid-off deputies, those officers would no longer patrol the neighborhoods outside the city's boundaries.

But Councilman Underhill says the fiscal impact on the county has been greatly exaggerated; he's gone so far as to compare the claim to the neo-Nazi lie that the Holocaust never happened. The fact is, Underhill says, advocates of Centennial actually see their proposed city as a way to collect tax revenue. Centennial organizers have said the city would contract with the county for such services as law enforcement, and Underhill claims Arapahoe County officials are eager to tap into those revenue sources.

"You have to ask why they're doing this," says Underhill. "We have county officials working full-time to form a new city. They've gotten some gullible citizens to try to form a city and impose a sales tax and then give the county money to provide services. This is a stalking horse to get a county sales tax."

Tens of thousands of residents had been living contentedly in a large swath of unincorporated Arapahoe County that runs from Broadway on the west to Gun Club Road on the east. Comfortable and quiet, these neighborhoods receive police protection from the Arapahoe County Sheriff's Office, park and recreation programs from the South Suburban parks district, and zoning and other services from the county. While over the years the area has become increasingly urban, no one seemed much interested in forming a city government until word of Greenwood Village's planned annexation spurred county leaders into action.

And Greenwood Village certainly tried to keep things quiet as long as it could. In a memo discussing the proposed annexation last December, Greenwood Village city manager Steven Crowell told councilmembers that "keeping an annexation of this magnitude 'secret' may be very difficult. The use of a consultant may facilitate the ability to keep certain aspects of the annexation secret; however, I think it would be difficult to do. Considerations should be given to how, if at all, the county should be involved in this process."

Vogt says a small group of people meeting to work on the Arapahoe County master plan first heard rumors about the annexation plan last spring. Civic leaders from across the unincorporated portions of the county began talking and came to the conclusion that forming a new city was the only way to prevent Greenwood's expansion.

"In a way, Greenwood Village did us an enormous favor," says Vogt. "If they hadn't come along with their proposal, we might have plodded along for years without realizing we had this pot of gold in retail."

Then the race began to see who could move the fastest. Colorado law is vague on whether incorporations of more than 10,000 people should have precedence over annexations, so both sides believed that whoever filed first would have the upper hand.

Greenwood Village filed its annexation petitions with the city clerk in early October, but they weren't accepted by the city council until October 19. Centennial organizers gathered signatures on incorporation petitions the weekend of October 17, keeping the effort secret until the last minute so that Greenwood Village couldn't call an emergency council meeting to approve the annexations. The Centennial petitions were filed in court on October 19, a few hours before Greenwood okayed its annexation plan. From there, it was a fast trip for both sides to Judge Leopold's courtroom.

Greenwood Village is putting major financial resources into the fight, tapping into its $616,000 annual legal budget to pay a brigade of attorneys and shelling out $60,000 for public-relations services to well-known political consultant Jim Monaghan and former television reporter Dave Minshall.

"I'm basically doing research, since [Centennial advocates] aren't covered by the open-records law," says Minshall. "They've painted themselves as this grassroots effort, but it's really just a handful of people."

The Centennial organizing group has raised over $130,000. Its largest contribution was $70,000 from the South Suburban Park and Recreation District, which, like the sheriff's department, fears losing much of its tax base to Greenwood Village.

A majority of the Arapahoe County commissioners have gone public with their support of Centennial and displeasure over any Greenwood Village annexations. John Brackney says the county may file objections to try to delay the city's plans. "The county does have standing to make sure annexations are done correctly," he points out.

And changing Colorado's annexation laws may well become an issue when the legislature convenes next month. Several state lawmakers have said the statutes should be rewritten to prevent cities from gobbling up commercial districts without taking in residential areas.

But any changes in those laws may come too late to stop Greenwood Village. Since county governments are intended to serve largely rural areas, current Colorado law encourages cities to annex adjacent property. The Colorado constitution offers two alternatives for cities wanting to annex: They can immediately annex adjacent property if they receive a petition asking for annexation that is signed by at least half the owners of property in the area, or they can gather signatures on petitions calling for an annexation election. Most cities choose the first option, but the latter scenario is the one being pursued by Greenwood Village.

While Leopold's December 2 ruling stalled Centennial's plans, it gave a green light to Greenwood Village. With Poundstone's help, the city had already gathered the required signatures to hold an election. Last week the Greenwood Village City Council voted to move full speed ahead on its annexation plans; the city hopes to hold elections in the affected areas early next year. Since Greenwood Village offers lavish services with low residential property taxes, those select neighborhoods it wants to annex are expected to okay the annexations. Greenwood Village also requires its own voters to approve any potential annexations, so it may hold a citywide election on the same day as the vote in the adjacent neighborhoods.

"We're proceeding as planned, and hopefully, we'll go to elections in late February or early March," says annexation committee chairman Morris.

But Centennial isn't giving up. Judge Leopold ruled against the new city on two technicalities: Promoters had failed to identify all tracts of land in the proposed city larger than forty acres (under state law owners of property larger than forty acres can opt out of an incorporation) and had also used population figures that were not based on U.S. Census Bureau data.

"I'm frustrated that apparently the requirements to form a city are so stringent," Brackney says. "I think it's a shame our state law is written to thwart democracy."

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Arapahoe Citizens for Self-Determination president Pye says they're working quickly to correct the technical violations. This past weekend they changed the boundaries of the proposed city to exclude several neighborhoods directly east of Greenwood Village that had indicated they would prefer to be annexed by that town rather than join Centennial. They also plan to pick apart Greenwood's annexation petitions, looking for any violations of the law. His group has no choice but to fight Greenwood Village every way it can, Pye adds.

"Greenwood Village is saying, 'We're not even going to give you the right to decide for yourselves whether you want to have your own city,'" says Pye. "If they were moral people, they'd do that. They're not willing to take that chance, because if it goes to a vote of the people, they'll lose, and they know it."

"I've rarely seen a proposal with so much support," adds Commissioner Ward. "I have constituents call me and say, 'What can we do to screw these people since they're trying to screw us?'"